These are IRS’ Terms of Business. Please read these Terms carefully as they apply to the Contract for Services between you and IRS. Your attention is particularly drawn to the provisions of clause 8 (Limitation of Liability).

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions and rules of interpretation apply in these Terms.

Available Services: the service and/or maintenance, fitting and repair, the provision of services as sub-contractors as part of a project, or assistance by way of an emergency call-out, as the case may be.

Commencement Date: has the meaning given in clause 2.5.

Completion: the date that the Services have been completed by IRS in accordance with the Contract.

Contract: the contract between IRS and the Customer for the supply of Deliverables in accordance with these Terms, following the issue of a Purchase Order and/or return of a signed Contract Acceptance Sheet by the Customer to IRS.

Contract Acceptance Sheet: the document signed by the Customer accepting the Deliverables to be provided by IRS within the quotation given and returned by the Customer to IRS within the Quotation Period.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: the person or firm who purchases Available Services from IRS.

Customer Default: has the meaning set out in clause 4.2.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Deliverables: the specific deliverables to be completed by IRS for the Customer, as set out in the quotation produced by IRS for the Customer, and accepted by the Customer by the issue of a Purchase Order and/or return of the signed Contract Acceptance Sheet.

Fees: the charges payable by the Customer for the supply of the Deliverables in accordance with clause 5.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

IRS: Industrial Refrigeration Services Limited, a company incorporated and registered in England and Wales with company number: 02738472 and whose registered office address is at 5 George Road, Bromsgrove Technology Park, Bromsgrove, Worcestershire, B60 3AL.

IRS Materials: has the meaning set out in clause 4.1(h).

Normal Hours: means the hours between 8.00am and 4.30pm Monday to Thursday, and 8.00am and 3.30pm Friday inclusive, excluding all bank and public holidays, unless otherwise specified.

Order: the Customer's order for Deliverables, containing the description or specification of the Available Services to be provided by IRS which will form the Contract between the Customer and IRS.

Parts: shall mean any materials or parts required by IRS to complete the Deliverables for the Customer.

Period of Engagement: the time following the Commencement Date until Completion, during which IRS provides the Available Services to the Customer, or until termination of this Contract in accordance with these Terms (if earlier).

Pipework: shall mean refrigerant pipework and/or condensate pipework only, as the case may be.

Purchase Order: means a formal written instruction to proceed with works, whether that be an email, or an official PO number or document received by IRS from the Customer.

Quotation Period: has the meaning given in clause 2.3.

Terms: these terms and conditions as amended from time to time in accordance with clause 14.9.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2. The following rules of interpretation apply in these Terms:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a party includes its personal representatives, successors and permitted assigns.

(b) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(c) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(d) A reference to writing or written does not include email or fax.

2. APPLICATION OF THESE TERMS

2.1. The Customer shall be entitled from time to time to request in writing the provision of any or all of the Available Services from IRS. Further, IRS shall be entitled to contact the Customer from time to time, to provide details of suggested services to be provided.

2.2. Where the Customer confirms that it wishes to engage IRS for any of the Available Services, IRS will issue a Quotation to the Customer containing the agreed details for the Deliverables to be provided and the Fee payable by the Customer.

2.3. Any quotation given by IRS shall not constitute an offer, and is only valid for a period of 30 days, if there is no refrigerant included, or for 15 days, if there is refrigerant included, from its date of issue (Quotation Period).

2.4. The Order constitutes an offer by the Customer to purchase services in accordance with these Terms, by the Customer returning a signed Contract Acceptance Sheet.

2.5. The Order shall only be deemed to be accepted when IRS issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.6. These Terms apply to and form part of the Contract between IRS and the Customer for the provision of Deliverables to the Customer. They supersede any previously issued terms and conditions of supply of services and exclude any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7. The Terms shall come into force on the date the Customer signs the Contract, or if earlier, on the date the Customer pays the Fees to IRS and shall remain in force for the Period of Engagement or until such point as the Contract is terminated, in accordance with these Terms.

2.8. Any samples, drawings, descriptive matter, marketing or advertising issued by IRS, and any descriptions or illustrations contained in IRS' catalogues or brochures or those of suppliers to IRS, are issued or published for the sole purpose of giving an approximate idea of the Available Services described in them. They shall not form part of the Contract or have any contractual force.

2.9. These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.10. IRS may withdraw any quotation provided to the Customer at its sole discretion. If IRS is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.

3. SUPPLY OF SERVICES

3.1. IRS shall supply the Deliverables to the Customer in accordance with the Contract in all material respects and with reasonable skill and care.

3.2. IRS shall use all reasonable endeavours to meet any performance dates specified in the Contract, but any such dates shall be estimates only and time shall not be of the essence for performance of the Deliverables.

3.3. IRS reserves the right to amend the Contract if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Deliverables, and IRS shall notify the Customer in any such event.

4. CUSTOMER'S OBLIGATIONS

4.1. The Customer shall:

(a) co-operate with IRS in all matters relating to the Deliverables by providing full disclosure of relevant matters (as far as the Customer is reasonably aware);

(b) ensure that the terms of the Contract and any information it provides in the Contract are complete and accurate;

(c) provide IRS, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities (including any hospitality facilities) as reasonably required by IRS;

(d) provide IRS with such information and materials (including any applicable specification) as IRS may reasonably require in order to supply the Deliverables, and ensure that such information is complete and accurate in all material respects;

(e) prepare the Customer's premises for the supply of the Deliverables;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Deliverables before the date on which the Deliverables are to start;

(g) comply with all applicable laws, including health and safety laws whilst attending the premises during the supply of the Deliverables;

(h) keep all materials, equipment, documents and other property of IRS (IRS Materials) at the Customer's premises in safe custody at its own risk, maintain the IRS Materials in good condition until returned to IRS, and not dispose of or use the IRS Materials other than in accordance with IRS' written instructions or authorisation; and

(i) pay the Fee due to IRS in full, including any VAT, at the time due for payment;

(j) pay any charges for transport, packaging, postage and insurance incurred by IRS in connection with or arising from the provision of the Deliverables, unless otherwise agreed in writing; and

(k) maintain appropriate insurance of the premises at all times.

4.2. If IRS' performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, IRS shall have the right to suspend performance of the Deliverables until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance

of any of its obligations in each case to the extent the Customer Default prevents or delays IRS' performance of any of its obligations;

(b) IRS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from IRS' failure or delay to perform any of its obligations; and

(c) the Customer shall reimburse IRS on written demand for any costs or losses sustained or incurred by IRS arising directly or indirectly from the Customer Default.

15. TITLE AND RISK

5.1. The risks in the Parts shall pass to the Customer on completion of delivery.

5.2. Title to the Parts shall not pass to the Customer until the earlier of:

(a) IRS receives payment in full (in cash or cleared funds) for the Parts, in which case title to the Parts shall pass at the time of payment; and

(b) The Customer resells the Parts, in which case title to the Parts shall pass to the Customer at the time specified in clause 5.4.

5.3. Until title to the Parts has passed to the Customer, the Customer shall:

(a) (b) store the Parts held by the Customer (if appropriate) so that they remain readily identifiable as IRS’ property;

Not remove, deface or obscure any identifying mark or packaging on or relating to the Parts;

(c) Maintain the Parts in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) Notify IRS immediately if it becomes subject to any of the events listed in clauses 11.2 to 11.4; and

(e) Give IRS such information as IRS may reasonably require from time to time relating to:

(i) The Parts; and

(ii) The ongoing financial position of the Customer.

5.4. Subject to clause 5.5, the Customer may, subject to receiving IRS’ written notice confirming IRS’ consent, resell or use the Parts in the ordinary course of its business (but not otherwise) before IRS receives payments for the Parts. However, if the Customer resells the Parts before that time:

(a) (b) It does so as principal and not as IRS’ agent; and Title to the Parts shall pass from IRS to the Customer immediately before the time at which resale by the Customer occurs.

5.5. At any time before title to the Parts passes to the Customer, IRS may require the Customer to deliver up all Parts in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, IRS may enter any premises of the Customer or of any third party where the Parts are stored in order to recover them.

6. FEES, INVOICING AND PAYMENT

6.1. The Fees payable by the Customer are as set out in the Contract.

6.2. All Fees are exclusive of VAT which shall be paid together with the respective Fees.

6.3. IRS reserves the right to charge the Customer an additional charge in addition the Fees if:

(a) The Customer requires the Available Services to be provided outside of Normal Hours;

(b) (c) Where, in IRS’ reasonable opinion, more than a reasonable level of Available Services are being provided as a result of the Customer’s untrained personnel operating the equipment; or

Additional time or expense is incurred as a result of the Customer's lack of instructions, the inaccuracy of the information provided by the Customer or any other cause attributable to the Customer.

6.4. The Customer shall be responsible to pay the costs for any Parts from the date the Customer issues a Purchase Order and/or returns a signed Contract Acceptance Sheet, and IRS may invoice for this at its discretion.

6.5. IRS shall invoice the Customer for the Deliverables on completion of the Available Services.

6.6. The Customer shall pay each invoice submitted by IRS:

(a) Unless otherwise agreed, within 30 days of the date of the invoice;

(b) in full and in cleared funds to a bank account nominated in writing by IRS; and

(c) time for payment shall be of the essence of the Contract.

6.7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by IRS to the Customer, the Customer shall, on receipt of a valid VAT invoice from IRS, pay to IRS such additional amounts in respect of VAT as are chargeable on the supply of the Deliverables at the same time as payment is due for the supply of the Deliverables.

6.8. If the Customer fails to make a payment due to IRS under the Contract by the due date, then, without limiting IRS' remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.9. IRS reserves the right to:

(a) Increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices index;

(b) Increase the price of any materials required for the provision of the Available Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the materials to IRS that is due to:

(i) Any factor beyond the control of IRS (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) Any request by the Customer to change the delivery date(s) or date of provision of the Deliverables, quantities or types of materials ordered, or any terms of the Contract (as agreed in writing with IRS);

(iii) Any delay caused by any instructions of the Customer in respect of the materials or Deliverables, or failure of the Customer to give IRS adequate or accurate information or instruction in respect of the Deliverables.

6.10. If the Customer fails to make a payment due to IRS under the Contract by the due date, then, without limiting IRS’ remedies under clause 11 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.10 will accrue each day at 2% per month.

6.11. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising out of or in connection with the Available Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by IRS or the third party which provided such Available Services, where relevant.

8. DATA PROTECTION

8.1. Both the Customer and IRS will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

8.2. Any Customer data received by IRS as part of the Available Services will be collected, stored and processed in accordance with IRS’s GDPR Policy.

9. CONFIDENTIALITY

9.1. Each of IRS and the Customer undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2(b).

9.2. Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3. Neither party shall use the other party's confidential information for any purpose other than as stated in these Terms and to perform its obligations under the Contract.

10. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

10.1. The restrictions on liability in this clause 10 apply to every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2. Nothing in this clause 10 shall limit the Customer’s payment obligations under the Contract.

10.3. Where more than one person enters into the Contract as Customer, the liability of each person to IRS under the Contract is joint and several.

10.4. IRS shall not be liable in respect of any defect in the materials, Parts or Available Services arising from any drawing, design or specification supplied by the Customer.

10.5. IRS shall not be liable in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow IRS’ or the manufacturer’s instructions (whether oral or in writing), misuse, alteration or repair of the materials without IRS’ approval, in which event will invalidate any support contract with IRS.

10.6. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

10.7. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) (b) death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

10.8. Subject to clause 10.7, IRS' total liability to the Customer in respect of all breaches of duty occurring during the Period of Engagement shall not exceed the Fees paid for the Deliverables.

10.9. This clause 10.9 sets out specific heads of excluded loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales, purchases or opportunities;

(c) loss of business;

2(d) loss of agreements or contracts;

(e) loss of anticipated savings;

(f) (g) loss of use or corruption of software, data or information;

loss of or damage to goodwill; and

(h) indirect or consequential loss.

10.10. IRS has given commitments as to compliance of the Available Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.11. The Customer acknowledges that the employees, consultants, members or subcontractors of IRS will not have any personal liability to the Customer under this Contract and the Customer will not bring any claims against such individuals in respect of this Contract.

10.12. IRS does not warrant that the Available Services will cause the equipment or materials provided in the Deliverables to operate without interruption or error and will not accept any liability for any such interruption or error.

10.13. Unless the Customer notifies IRS that it intends to make a claim in respect of an event within the notice period, IRS shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 48 hours from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.14. The Customer shall only be entitled to benefit from any warranty or guarantee as provided by the manufacturer of any equipment or materials provided in the Deliverables to IRS and IRS shall not accept any liability where a manufacturer has refused to honour any warranty or guarantee provided.

10.15. This clause 10 shall survive termination of the Contract.

11. TERMINATION

11.1. No Contract which has been accepted by IRS may be cancelled by the Customer, except with the written agreement of IRS and provided that the Customer shall indemnify IRS in full against all loss (including loss of profit), costs (including costs of all labour and materials used or allocated), damages, charges and expenses incurred by IRS as a result of the cancellation.

11.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) (b) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.3. Without affecting any other right or remedy available to it, IRS may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment and charge interest on the overdue sum at a rate of 2% per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); or

(b) there is a change of control of the Customer.

11.4. Without affecting any other right or remedy available to it, IRS may suspend the supply of Available Services under the Contract or any other contract between the Customer and IRS (including emergency call outs and remedial works) if:

(a) the Customer fails to pay any amount due under the Contract on the due date for payment;

(b) the Customer becomes subject to any of the events listed in clause 11.2(c) or clause 11.2(d), or IRS reasonably believes that the Customer is about to become subject to any of them; and

(c) IRS reasonably believes that the Customer is about to become subject to any of the events listed in clause 11.4(b).

11.5. IRS may serve written notice on the other to terminate the Contract and all incurred Fees which are outstanding will be payable by the Customer to IRS immediately upon termination.

11.6. IRS may terminate the Contract with immediate effect if IRS is unable to fulfil the Contract or provide the Available Services due to reasons beyond its control.

12. CONSEQUENCES OF TERMINATION

12.1. On termination of the Contract or expiry of the Period of Engagement of the Contract:

(a) the Customer shall immediately pay to IRS all of IRS' outstanding unpaid invoices and interest and, in respect of Deliverables supplied but for which no invoice has been submitted, IRs shall submit an invoice, which shall be payable by the Customer immediately on receipt; and

(b) the Customer shall return all of the IRS Materials or Parts which have not been fully paid for. If the Customer fails to do so, then IRS may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

12.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. FORCE MAJEURE

13.1. Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

(a) (c) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) (e) (f) (g) nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; and any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) (i) (j) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); interruption or failure of utility service; any delay of any kind which is brought about due to issues arising out of a pandemic including in particular but not limited to the effects of a “Coronavirus”.

13.2. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

13.3. In such circumstances the obligations of the affected party shall be suspended and it’s time for performance of such obligations extended.

13.4. The affected party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

13.5. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 7 days written notice to the affected party.

14. GENERAL

14.1. Assignment and other dealings.

IRS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

14.2. Notices.

Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of residence (in any other case). A notice given under the Contract is not valid if sent by email.

14.3. Severance

If any provision or part-provision of these Terms or the Contract are or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms or the Contract.

14.4. Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.5. No partnership

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

14.6. Counterparts

The Contract may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.

314.7. Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject

(b) matter.

Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

Nothing in this clause shall limit or exclude any liability for fraud.

(c) 14.8. Third party rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.9. Variation

Except as set out in these Terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.10. Set off

IRS shall be entitled to set-off under the Contract, any liability which it has or any sums which it owes to the Customer under the Contract. The Customer shall pay all sums that it owes to IRS under the Contract without any set off, counterclaim, deduction or withholding of any kind, save as may be required by law.

14.11. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause IRS irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to IRS, the Customer acknowledges and agrees that IRS is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

14.12. Compliance with law

The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

14.13. Conflicts within contract

If there is a conflict between these Terms and the terms of the Contract, or any schedules, appendices or annexes to the Contract, these Terms shall prevail.

14.14. Governing Law and Jurisdiction

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.